New Residential Investment Corp. (NYSE:NRZ, “New Residential”, the
“Company”) and Home Loan Servicing Solutions, Ltd. (NASDAQ: HLSS,
“HLSS”) today announced a definitive agreement under which New
Residential will acquire all of the outstanding shares of HLSS for
$18.25 per share in cash, totaling approximately $1.3 billion. The
purchase price represents a 9% premium to HLSS’ closing price of $16.76
on February 20, 2015.
“We are pleased to announce this landmark transaction with HLSS,” said
Michael Nierenberg, Chief Executive Officer of New Residential. “The
acquisition will significantly add to the value of our book of mortgage
servicing assets and expand our relationships with mortgage servicers to
include both Nationstar Mortgage and Ocwen Financial Corp., which are
the two largest non-bank servicers in the United States. We are
confident that this transaction will enhance our earnings growth
potential and our ability to generate strong returns for our
shareholders.”
John Van Vlack, Chief Executive Officer of HLSS commented, “I am pleased
that this transaction offers our investors cash equivalent to the book
value of their shares and addresses the uncertainty associated with our
future financing obligations. Of the strategic proposals received, New
Residential’s was the most attractive for a variety of reasons including
valuation and certainty of execution. We believe that New Residential is
well positioned to provide support and act as a strategic financing
party to Ocwen over the long-term.”
The acquisition has been approved by the Board of Directors of each
company and is expected to close in the second quarter of 2015, subject
to HLSS shareholder approval and other customary closing conditions.
Advising New Residential on the acquisition were BofA Merrill Lynch and
Credit Suisse as financial advisors and Skadden, Arps, Slate, Meagher &
Flom LLP, Sidley Austin LLP, and Maples and Calder as legal advisors.
Advising HLSS on the transaction was Citi as financial advisor and Weil,
Gotshal & Manges LLP and Walkers as legal advisors.
Conference Call & Additional Information
The management teams of New Residential and HLSS will host a conference
call on Monday, February 23, 2015, at 11:00 AM Eastern Time to discuss
the acquisition. All interested parties are welcome to participate on
the live call. The call may be accessed by dialing 1-866-393-1506 (from
within the U.S.) or 1-706-634-0623 (from outside of the U.S.) ten
minutes prior to the scheduled start of the call; please reference “New
Residential & HLSS Investor Call.”
A telephonic replay of the call will also be available two hours
following the call’s completion through 11:59 P.M. Eastern Time on
Monday, March 9, 2015 by dialing 1-855-859-2056 (from within the U.S.)
or 1-404-537-3406 (from outside of the U.S.); please reference
conference code “92940476.”
Prior to the conference call, the Company expects to post a presentation
about the transaction in the Investor Relations section of its website, www.newresi.com.
ABOUT NEW RESIDENTIAL
New Residential focuses on opportunistically investing in, and
actively managing, investments related to residential real estate. The
Company primarily targets investments in mortgage servicing related
assets and other related opportunistic investments. New Residential is
organized and conducts its operations to qualify as a real estate
investment trust (“REIT”) for federal income tax purposes. The Company
is managed by an affiliate of Fortress Investment Group LLC (NYSE: FIG),
a global investment management firm.
ABOUT HOME LOAN SERVICING SOLUTIONS
Home Loan Servicing Solutions, Ltd. was formed to acquire mortgage
servicing assets consisting of mortgage servicing rights, rights to fees
and other income from servicing mortgage loans, and associated servicing
advances. Its principal executive offices are located in the George
Town, Cayman Islands.
ADDITIONAL INFORMATION ABOUT THE MERGER
A meeting of the shareholders of HLSS will be announced to obtain
shareholder approval of the proposed transaction. HLSS intends to
file with the SEC a proxy statement and other relevant documents in
connection with the proposed transaction. The definitive proxy
statement will be sent or given to the shareholders of HLSS and will
contain important information about the proposed transaction and related
matters. HLSS' SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HLSS, NEW
RESIDENTIAL AND THE PROPOSED TRANSACTION. Investors may obtain a
free copy of these materials (when they are available) and other
documents filed by HLSS with the SEC at the SEC’s website at www.sec.gov,
at HLSS' website at www.HLSS.com
or by sending a written request to HLSS at Home Loan Servicing
Solutions, Ltd. c/o Intertrust Corporate Services (Cayman) Limited, 190
Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands,
Attention: Secretary.
Participants in the Solicitation
HLSS, New Residential and their respective directors, executive
officers and certain other members of management and employees may be
deemed to be participants in soliciting proxies from the shareholders of
HLSS in favor of the proposed merger. Information regarding the
persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of HLSS’ shareholders in connection
with the proposed transaction, and any interest they have in the
proposed transaction, will be set forth in the definitive proxy
statement when it is filed with the SEC. Additional information
regarding HLSS’s directors and officers is included in the 2013 Form
10-K/A and the proxy statement for HLSS’s 2014 Annual Meeting of
Shareholders filed with the SEC on April 17, 2014. Additional
information regarding New Residential’s directors and officers is
included in the 2013 Form 10-K and the proxy statement for New
Residential’s 2014 Annual Meeting of Shareholders filed with the SEC on
April 17, 2014
FORWARD-LOOKING STATEMENTS
Certain statements in this press release may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, such as statements regarding the expected
closing of the proposed merger and the timing of the closing thereof.
These statements are based on the current expectations and beliefs of
management of each of New Residential and HLSS and are subject to a
number of trends and uncertainties that could cause actual results to
differ materially from those described in the forward-looking
statements, many of which are beyond the control of New Residential and
HLSS, such as HLSS shareholder approval and other customary regulatory
approvals. Neither New Residential nor HLSS can give any assurance that
its expectations will be attained. Accordingly, you should not place
undue reliance on any forward-looking statements contained in this press
release. For a discussion of some of the risks and important factors
that could affect such forward-looking statements, see the sections
entitled “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operation” in each company’s Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are
available on each company’s website (www.newresi.com;
www.HLSS.com).
Factors which could have a material adverse effect on each company’s operations
and future prospects include, but are not limited to, various risks
relating to the proposed merger, including in respect of the
satisfaction of closing conditions to the merger; unanticipated
difficulties financing the purchase price; unanticipated expenditures
relating to the merger; uncertainties as to the timing of the merger;
litigation relating to the merger; the impact of the merger on each
company’s relationships with employees and third parties; and the
inability to obtain, or delays in obtaining cost savings and synergies
from the merger. In addition, new risks and uncertainties emerge from
time to time, and it is not possible for New Residential or HLSS to
predict or assess the impact of every factor that may cause its actual
results to differ from those contained in any forward-looking
statements. Such forward-looking statements speak only as of the date of
this press release. New Residential and HLSS expressly disclaims any
obligation to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in
their expectations with regard thereto or change in events, conditions
or circumstances on which any statement is based.
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